Digital Preservation Network Deposit Agreement
This Deposit Agreement (“Agreement”), dated as of ____________________ (the “Effective Date”), between the
University Corporation for Advanced Internet Development d/b/a Internet2 (hereinafter, “Internet2” or “DPN”) and
_____________________ (“Depositor”), gives Depositor permission to deposit content (“Content”) with the Digital
Preservation Network, a network of academy based digital repositories and other service providers (the “Network”), for
ingesting and preserving in a backed-up, dark archive, as provided by ingestion and replicating nodes (“Nodes”).
Internet2 or DPN and Depositor sometimes are referred to hereinafter each as a “Party” and collectively as the “Parties.”
The term of this Agreement shall commence on _________ and shall continue for twenty years (the “Term”). The amount
of Content to be deposited and the fee is specified in Exhibit A. Content must be packaged in a format stipulated by DPN
for purposes of transmission and preservation. Each deposit will be assigned a local Universally Unique Identifier
(UUID) or Local ID tracking number with each batch of deposited Content. The Network is a non-encrypted network.
As required below, Depositor must encrypt certain Content prior to depositing such Content into the Network.
Depositor represents and warrants that: (i) it has the right and power to enter into this Agreement, to deposit the Content
into the Network and to perform its obligations hereunder; (ii) the Content does not contain any high risk data or
information protected by privacy rights (including, but not limited to, data protected by the Family Educational Rights and
Privacy Act (FERPA) or the Health Insurance Portability and Accountability Act (HIPAA)) unless such Content has been
encrypted by Depositor prior to deposit with DPN; (iii) the Content does not contain any virus or other computer software
routine intended to disable, damage, erase, disrupt or impair the Network; and (iv) depositing the Content does not
constitute a breach of any other agreement, publishing or otherwise, including any confidentiality or security provisions of
the Depositor or elsewhere around long-term, digital preservation. Both Parties agree and intend to perform this
Agreement pursuant to copyright law. The Depositor assumes full responsibility of clearing any necessary permission for
third party Content included in a deposit that is not in the public domain or otherwise available for use.
During the Term, DPN will preserve the Content deposited during the first year of this Agreement. Depositor agrees that
DPN and the Nodes may reproduce, re-disseminate copies, catalog, validate, re-format, transmit, incorporate metadata,
and store the Content over and within the Network for the purposes of preservation, geographic dispersion, and technical
dispersion within the Network. At any time during the Term, Depositor may, at its own expense, deaccession the Content,
or portions thereof, from the Network. If at the conclusion of the Term, Depositor has neither entered into a new deposit
agreement with DPN nor deaccessioned the Content from the Network, Depositor hereby authorizes DPN to store, redisseminate, or otherwise use the Content in perpetuity and unrestrained by Depositor, and Depositor holds DPN harmless
for its uses made pursuant to this authorization (such authorization and hold harmless obligation is hereinafter referred to
as the “Quitclaim”).
As part of the DPN service, DPN and the Nodes will keep copies of the Content on different architectures, at
geographically distributed institutions across the United States of America. DPN or the Nodes will perform fixity checks
on each copy of the Content no less than once every 24 months per copy and will check the Content against a centrally
held registry. Further, DPN will provide reporting about Content ingested into DPN that will include when the Content
was deposited, where the Content currently resides, and when it was last checked.
DPN will not delete Content from the Network during the Term unless: (i) compelled to do so by court order or unless the
Content violates any law, policy, or this Agreement; or (ii) if Depositor requests that DPN deaccession or restore the
Content. If Depositor requests that DPN deaccession or restore the Content, DPN will coordinate with the Nodes to
facilitate such request. The Nodes will provide cost estimates and timelines for deaccession or restoration based upon
each request and the associated costs (“Deaccession Costs” and “Restoration Costs,” respectively). Depositor is
responsible for all Deaccession and Restoration Costs. If compelled to delete Content from the Network, depending on
DPN Deposit Agreement (1/2016)
the media type, DPN may, at its sole discretion, only delete the ability to find the Content, not the Content itself. Upon
such an occurrence, the Content would become effectively invisible and practically impossible to find.
EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH
HEREIN, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER ON ANY LEGAL THEORY FOR
ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING
IN CONNECTION WITH THIS AGREEMENT, NOR WILL ANY TRUSTEE, OFFICER, OR PRINCIPAL OF
EITHER PARTY EVER BE PERSONALLY LIABLE TO THE OTHER PARTY. THE PARTIES AGREE THAT
NEITHER PARTY’S ENTIRE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL EXCEED ONE
THOUSAND DOLLARS ($1,000). NOTWITHSTANDING THE FOREOING, THIS MONETARY LIMITATION ON
LIABILITY SHALL NOT APPLY TO THE OBLIGATIONS SET FORTH IN THE IMMEDIATELY FOLLOWING
PARAGRAPH OR TO THE QUITCLAIM. THE DPN SERVICES ARE PROVIDED “AS IS.” DPN DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Each Party is under a good faith obligation to timely notify the other Party of any claim, action or proceeding of a third
party that the Content, or portion thereof, violates the law or the rights of such third party (“Third Party Claim”).
Depositor will share information and/or documentation relating to the Third Party Claim upon request from DPN and
cooperate fully with DPN and its legal representatives in the investigation of any such Third Party Claim. Depositor will
hold DPN harmless from all claims arising out of violations of this Agreement or any Third Party Claim (including but
not limited to reasonable attorneys’ fees and costs).
This Agreement may not be assigned by Depositor, without the prior written consent of DPN. Internet2 may, without any
prior notice to or consent of Depositor, assign or delegate, in whole or in part, its rights and duties under this Agreement
to another non-profit entity, for the purpose of carrying out the intent and purpose of this Agreement. This Agreement
constitutes the entire agreement between the Parties and all other prior negotiations, agreements, representations, and
understandings are hereby superseded. No person, other than the Parties and the Nodes, has any rights or remedies under
this Agreement. The Parties reserve the right to amend or terminate this Agreement without the consent of the Nodes.
This Agreement shall be construed and enforced in accordance with the laws of the United States of America and of the
State of New York.
Authorized Signature
Institution X (“Depositor”)
Authorized Signature
University Corporation for Advanced Internet
Development
Print Name
Print Name
Title
Title
DPN Deposit Agreement (1/2016)
Exhibit A
Depositor may make deposits of up to 5 terabytes for no additional fee beyond their $20,000 annual charter membership
fee (as specified in a separate DPN Membership Agreement).
Additional deposits beyond 5 terabytes will be billed on a one-time basis at a fee of ______per TB.
DPN Deposit Agreement (1/2016)